International Kiko Goat Association, Inc
                                                                                          P.O. Box 328
                                                                                     Williamsburg, KY  40769

                                                                                        1-888-538-4279

 

 IKGA Vision Statement

The International Kiko Goat Association: The Kiko breed authority committed to goat meat industry.

 IKGA Mission Statement

The IKGA is the membership organization of breeders committed to ethics, science, and professionalism; leading a unified membership organization through education, research and the development of standards.

 This corporation is established for the purpose of promoting Kiko Goat as a viable meat product , to preserve the integrity of the Kiko breed and to provide education, marketing, registration, and communication support systems to its membership base. See New Article XVIII.

 

BY-LAWS

OF

INTERNATIONAL KIKO GOAT ASSOCIATION, INC.

 

ARTICLE I

Directors and Members of the Corporation

                   Section 1.  The property of this corporation shall be held, and its affairs shall be managed and controlled, by a board of directors not to exceed nine in number.
                   Section 2. The number of directors shall be more than two but no greater than nine.   Directors shall be elected by the members of the corporation to serve for terms of four years or such lesser period as may be specified at the time of election.   The duration of terms shall be so scheduled that the number of seats to be filled shall, so far as practicable, be equal in each succeeding year. 

                   Section 3. Directors’ Terms shall be deemed to be completed as of the close of an annual meeting.

                   Section 4.  Any vacancy in the board of directors may be filled for the unexpired term by the votes of a majority of the remaining directors.  An election to fill such vacancy may be held at any annual meeting without special notice, or at a stated or special meeting (which for this purpose shall constitute also a meeting of members) provided written notice of such meeting and of the intention to conduct an election thereat shall have been personally served upon each member of the board or mailed to him at his usual address at least two weeks prior to such meeting.

                   Section 5.  The Board of Directors shall elect a Chairman who shall serve from the succeeding twelve month period.

                   Section 6. Membership. The Association shall have three classes of members, which shall include Lifetime Breeder, Premier Breeder, and Standard Breeder. Members of each class shall be entitled to vote only as provided in Article I, Section 7 of these By-Laws. Members will be eligible for membership benefits and services after such Member meets established criteria and qualification required by the Board of Directors. Benefits of membership, qualifications and enrollment fees shall be determined by the board of directors and evaluated at least annually.

                   Section 7. Definitions of Three Type of  Membership.

A. Lifetime  Breeder Members.  Individuals or Entities who meet established criteria and qualifications required by the Board of Directors  and these By-Laws shall become Lifetime Breeder Members. The Lifetime Breeder Members are entitled to one (1) vote on all matters where a vote from the members is required.

B. Premier Breeder Members. Individuals who meet established criteria and qualifications required by the Board of Directors  and these By-Laws shall become a Premier Breeder Members. The Premier Breeder Members are entitled to one (1) vote on all matters where a vote from the members is required.

C. Standard Breeder Members.  Individuals who meet established criteria and qualifications required by the Board of Directors  and these By-Laws shall become a Standard Breeder Members. Standard Breeder will not have a vote on the Association Business.

                   Section 8.  Membership Procedures. Election to membership in the Association shall be as follows:

A.   A completed membership application form accompanied by full enrollment fee payment.

B.    The application will be processed in the manner and following such procedures as established and reviewed annually by the Board of Director.  Any questions as to the qualifications of an applicant will be addressed at the next meeting of the Board of Director.

C.   The membership in the Association shall not be granted nor allowed when the Board of Directors believes reasonably that the applicant represents a threat to the continuing well being and/or prosperity of the Association.

                   Section 9. Removal. Any member of the Association may be removed at any meeting of the Board of Directors only by  a two-thirds (2/3) of all members of the Board of Directors then qualified and serving. A removal may be with or without cause.  Anything to the contrary in these By-laws notwithstanding, prior to removal a member of the Association shall have received a copy of any charges against him, delivered to him or her personally or by mail at his or her address appearing on the records of the Association with in at least ten (10) days prior to the meeting at which any vote upon a proposed removal of such member of the Association is to be taken.  Furthermore, such member of the Association, prior to his removal, shall have the opportunity to be heard on such charges at a meeting of the Board of Directors of the Association called for the purpose of considering his or her removal.

  

ARTICLE II

Purpose

                   Section 1.  This corporation is established for the purpose of promoting Kiko Goat as a viable meat production , to preserve the integrity of the Kiko breed and to provide education, marketing, registration, and communication support systems to its membership base.       

                   Section 2.  The purposes for which the corporation is organized are exclusively public benefit, charitable, scientific, literary, and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.”  Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.                  

ARTICLE III

Quorum

                   One half of the board of directors shall constitute a quorum for the transaction of business.

  

ARTICLE IV

Corporate Officers

                   Section 1.  The officers of the corporation may include a president, a vice-president, a secretary, and a treasurer, and may include an associate secretary, an assistance secretary, an associate treasurer, and an assistant treasurer.

                   Section 2.  The President must be a member of the board of directors.  Other corporate officers may be members of the board of directors in the discretion of the directors.

                   Section 3.  The corporate officers shall be appointed by the board to hold office at the pleasure of the board.

                   Section 4.  Any two of these offices other than those of president and secretary may be held by the same person.  

                   Section 5.  The board may appoint such other corporate officers as it may deem expedient, and the president may make such other appointments as shall be necessary for the proper management and conduct of the affairs of the corporation.

                   Section 6.  The president shall be the chief executive officer of the corporation.  He shall be subject to the control and shall act in accordance with direction of the board of directors.  He shall investigate all matters referred to him by the board and report thereon.  He shall have power to make recommendations to the board on his own initiative.

                   Section 7.  The vice-president shall assist the president in the administration of the affairs of the corporation and shall exercise all the powers and perform all the duties of the president in the absence or incapacity of the president.

                   Section 8.  The secretary shall have charge of records and corporate correspondence, and be custodian of the seal of the corporation.  He shall perform such other duties as may from time to time be assigned to him by the president or the board of directors.

                   There may be either an associate secretary or an assistant secretary or both as the board may determine from time to time.  The associate secretary shall perform all the duties of the secretary in the absence or incapacity of the secretary.  If there is no associate secretary, the assistant secretary shall perform all the duties of the secretary in the absence or incapacity of the secretary.

                   Section 9.  The treasurer shall be responsible for the care and safekeeping of all funds and other property of the corporation which shall come into his possession.  He shall be responsible for the maintenance of the accounting records of the corporation.  He shall perform such other duties as may from time to time be assigned to him by the president, the finance and administration committee, or the board of directors.

                   There may be either an associate treasurer or an assistant treasurer or both as the board may determine from time to time.  The associate treasurer shall perform all the duties of the treasurer in the absence or incapacity of the treasurer.  If there is no associate treasurer, the assistant treasurer shall perform all the duties of the treasurer in the absence or incapacity of the treasurer.

 ARTICLE V

Standing Committees

                   Section 1.  There shall be a finance and administration committee which shall consist of the chairman of the board of directors, the president, and not more than five other members of the board, to be elected by a majority of the entire board of directors at the annual meeting of the corporation.  A chairman of the committee shall be elected annually by the members of the finance and administration committee from its membership.  A temporary chairman shall be designated for a particular meeting by the members present when the chairman of the committee is absent.  The finance and administration committee shall report to the board of directors, and shall supervise the investment of the funds of the corporation.  It shall establish investment policy and standards.  Purchases and sales of securities may be authorized by the finance and administration committee or by investment counsel selected by it and acting in accordance with such investment policy and standards.  The finance and administration committee shall recommend an annual budget to the board of directors, and shall consider such other matters of administration as the president or the board of directors may place before it.  Three members of the finance and administration committee shall constitute a quorum for transaction of the business of that committee.

                   Section 2.  There shall be a nominating committee which shall consist of the president and four other members of the board of directors, the latter to serve for four-year terms or such lesser terms as may be specified at the time of elections to provide for orderly rotation with one term ending each year.  Members of the committee shall be elected to the requisite terms at each annual meeting on nomination of the chairman of the board of directors.  A chairman of the committee shall be elected annually by the members of the nominating committee from its membership.  A temporary chairman shall be designated for a particular meeting by the members present when the chairman of the committee is absent.  The nominating committee shall consider possible new members of the board of directors to fill vacancies thereon and shall make nominations for the election of directors in accordance with Article I.  It shall also make nominations for the office of chairman of the board of directors and for members of the finance and administration committee in accordance with Article IV, Section 3, and Article V, Section 1.  Three members of the nominating committee shall constitute a quorum for transaction of the business of that committee.

                   Section 3.  The board of directors may appoint alternate members of any standing committee to act as substitute for any absent member or members at meetings of such committee.

                   Section 4.  A vacancy occurring in a standing committee may be filled at any meeting of the board of directors by the election of a member to serve until the following annual meeting.

ARTICLE VI

Special Committees

                   Section 1.  When the office of president may have become or is to become vacant, a special committee on presidential selection shall be appointed by the chairman and shall present its findings to the board of directors for action.

                   Section 2.  Other special committees may be created from time to time, with their responsibilities and powers specified, by the board of directors.  Unless other provisions are made by the board of directors, the members of such committees shall be appointed by the chairman of the board of directors.

ARTICLE VII

Meetings

                   Section 1.  The principal office of the corporation shall be in Bluff City, TN.

                   Section 2.  The annual meeting of the board of directors shall be held on the 1st day of June in each year, unless otherwise arranged by the board of directors.  Such annual meeting shall also be the annual meeting of members.

                   Section 3.  Stated meetings of the board of directors shall be held at such times and places as the board shall prescribe.

                   Section 4.  Special meetings of the board of directors may be held at the call of the chairman or upon the written request of four members.

                   Section 5.  Notice of meetings shall be given by mailing the same to the usual address of each member of the board of directors as it appears upon the books of the corporation, not less than ten days prior to the time of the meeting.  Such notice may be waived by written waiver signed by all of the members of the board of directors.

                   Section 6.  Participation by one or more directors by means of a conference telephone or similar equipment allowing all persons participating in the meeting of the board of directors, or of any committee thereof, to hear each other at the same time shall constitute presence at such meeting.

ARTICLE VIII.

Committee Meetings

                   The finance and administration committee shall keep records of its proceedings and report the same to the board of directors at each succeeding meeting.  These records shall be in the custody of the secretary.

ARTICLE IX.

Treasurer’s Duties

                   Section 1.  The treasurer shall be generally responsible for the disbursement of all moneys.

                   Section 2.  He shall enter, or cause to be entered, in proper books of account, full and accurate accounts of all moneys received and paid out on account of the corporation.  He shall, at all reasonable times, exhibit his books and accounts to any director of the corporation upon application at the office of the corporation during business hours.  He shall render a statement of his accounts to the board of directors or to the finance and administration committee as may be required.

                   Section 3.  He shall be responsible for the presentation of a full annual financial statement, audited by a public accountant as provided in Article IV, to the finance and administration committee and to the board of directors at the annual meeting.

                   Section 4.  He shall perform all acts incident to the position of treasurer and may be required to give bond for the faithful discharge of his duties in such sum as the finance and administration committee may require.

ARTICLE X

Seal

                   The seal of the corporation shall have inscribed thereon the following words and figures:  “International Kiko Goat Association, Inc.”

 ARTICLE XI

Amendment

                   These by-laws may be amended at any meeting of the board of directors by the affirmative vote or written assent of two-thirds of the entire board of directors, provided written notice of the proposal to amend shall have been served personally upon or mailed to the usual address of each member of the board of directors at least six weeks prior to such meeting.

ARTICLE XII

Indemnification

                   The corporation shall indemnify its directors and officers to the fullest extent provided by the Tennessee Not-for-Profit Corporation Laws and, except as provided in that law, the corporation is authorized to provide additional indemnification pursuant to agreement, resolution of the board of directors, or provision of the by-laws of the corporation.

ARTICLE XIII

Financial Administration

                   Section 1.  The fiscal year of the corporation shall commence on the first day of January in each year.

                   Section 2.  The finance and administration committee, at least three months prior to the annual meeting in each year, shall select a skilled public accountant to audit the accounts of the corporation, and shall cause to be submitted to the annual meeting of the board of directors a full financial statement which shall include the receipts and expenditures of the last preceding fiscal year.

                   Section 3.  The securities of the corporation and evidences of property shall be deposited in such safe deposit or other corporation and under such safeguards as the board of directors or the finance and administration committee shall designate.  Access shall be had to securities on the part of the corporation only by persons designated for that purpose by the board of directors or the finance and administration committee.

                   Section 4.  The board of directors or the finance and administration committee shall provide for the signing of checks or other disbursement orders by such one or more officers or agents as may be deemed advisable.

ARTICLE XIV

Compensation of Officers

                   No officer or board member of the corporation shall receive compensation for their service.  Either the board of directors or the finance and administration committee shall fix the other elements of compensation of any officer of the corporation deemed necessary at a future date..

ARTICLE XV

Rules of Order

                   The rules contained in “Robert’s Rules of Order” shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with the constitution and bylaws or special provisions of the corporation.

 ARTICLE XVI

Prohibited Activities

                    Section 1. General The Association shall neither have nor exercise any power, not shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from Federal income taxation as an organization described in Section 501(c)(5) of the Code, or as a Corporation, contributions to which are deductible under Section 509(a)(1), 170(b)(A)(vi), and 170(c)(2); or 2055(a)(2) or 2522(a)(2) of the Code.

           Section 2. Prohibited Acts. As long as the Association exists, and except with the Board Of Director’s prior approval, no member, director, officer, or committee member of the Association may:

A. Do any act in violation of these by-laws or a binding obligation of the Association.

B. Do any act with the intention of harming the Association or any of its operations.

C. Do any act that would make it impossible or unnecessarily difficult to carry on the Association’s intended or ordinary business.

D. Receive an improper personal benefit from the operation of the Association.

E. Use the Association’s assets, directly or indirectly, for any purpose other than carrying on the Association’s business.

F. Wrongfully transfer or dispose of Association’s property, including intangible property such as good will.

G. Use the Association’s name (or any substantially similar name) or any trademark or trade name adopted by the Association, except on behalf of the Association in the ordinary course of its business

Dissolution

                   Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, state, or local government for a public purpose.  Any such  assets not so disposed of shall be disposed of by a court of competent  jurisdiction, in the county in which the principal office of the organization is then located, exclusively for such purposes.

 Article XVIII

Special Member’s Vote

                      The voting members of the IKGA may call for a Special Members’ Vote on any issue they believe requires urgent attention by the association, its Board or members. To call a Special Members’ Vote, a petition stating the purpose or purposes for which the vote is called must be presented to the IKGA office containing the signatures of 20% of the voting members in good standing , a sample ballot to be used in the Special Members’ Vote, and a date specific for the Special Member Vote which is at least 60 days after the date of receipt of the petition.

                      Notice of a Special Members’ Vote, including the purpose or purposes for which the vote is called, shall be sent to all members at the address on record in the IKGA office not less than thirty (30) or more than sixty (60) days before the date of the Special Members’ Vote.  This notice shall contain a ballot  for the subject vote. Ballots must be signed by the voting member, returned to the IKGA office and postmarked no later than the date specified for the Special Members’ Vote in order to be valid.  The Special Members’ Vote shall be approved by a majority of the votes cast unless the Special Members’ Vote modifies the IKGA Constitution in which case a 2/3 vote of the votes cast shall be required.  Results of a Special Member Vote must be distributed to all IKGA members within fifteen (15) days of the Special Members’ Vote.

                 The IKGA Board by majority vote may call for a Special Members’ Vote at any time and is encouraged to do so on matters of  strategic importance or urgency.

                 The IKGA Board shall conduct a Members Satisfaction Survey 6 months prior to the annual meeting to solicit suggestions for association improvement, opinions of member satisfaction with IKGA policies, procedures, and practices as well as to identify any issues that are effecting members. The first Member Satisfaction Survey will be conducted in 2005.

                 The results of this survey shall be published to all members of the association no later than sixty days prior to the annual meeting.

                  The IKGA Board and its members shall have the opportunity to develop proposals for constructive change based on the results of the Members Satisfaction Survey.